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CIRCULAR

Providing guidance on Dossiers of registration of public offering of securities

In implementation of Securities Law No. 70/2006/QH11 and the Government's Decree No. 14/2007/ND-CP of January 19, 2007, detailing the implementation of a number of articles of the Securities Law, the Ministry of Finance hereby provides the following guidance on dossiers of registration of public offering of securities:

I. GENERAL PROVISIONS

1. This Circular provides specifically for dossiers of registration of public offering of securities; dossiers of overseas offering of securities and other specific cases.

2. Information in a dossier must be accurate and truthful and not be misleading, and reflect all important contents that may impact investors' decision making.

3. Issuing organizations, organizations and individuals related to dossiers of registration of public offering of securities are accountable for the accuracy, truthfulness and completeness of these dossiers under the provisions of Article 17 of the Securities Law.

4. For a dossier of registration of both domestic and overseas public offering of securities, apart from the documents required in this Regulation, the dossier must also contain a copy of the document of offering registration with a competent agency of the foreign country where the issuing organization registers the offering, The issuing organization must present a written explanation about disparities in the financial statement in the dossier of overseas public offering as it has been made according to accounting standards other than Vietnamese ones.

5. A dossier of registration of public offering of stocks or bonds addressed to the State Securities Commission shall be made in one original set and five true copy sets, enclosed with its electronic file sent to the address notified by the State Securities Commission. After obtaining in-principle approval, the issuing organization shall send six approved sets to the State Securities Commission for grant of certificates of public offering of securities.

6. Within seven days from the effective date of the certificate of public offering of stocks or bonds, the organization shall announce the issuance notice, made according to a set form, on an electronic newspaper or three consecutive issues of a printed newspaper.

7. An issuing organization or issuance underwriting organization shall send a report, made according to a set form, on the result of the offering of stocks or bonds to the State Securities Commission within ten days from the date of completion of the issuance, enclosed with a written certification of the bank where the frozen account is opened of the capital amount raised from the issuance, made according to a set form.

8. A dossier provided in Section IV of this Circular must be made in two sets and sent to the State Securities Commission. In the case specified in Clause 3.2, Section IV of this Circular, a dossier must be made in two versions, English and Vietnamese. The English version must be consularly legalized. Vietnamese copies and English translations must be certified by a Vietnamese notary public or a law firm engaged in the translation service lawfully operating in Vietnam.

9. Seven days before conducting an offering, a fund management company or securities investment company shall send to the State Securities Commission a report on the offering, enclosed with the draft offering notice, made according to a set form.

10. Within three days after receiving the offering report under Clause 9, Section I, the State Securities Commission shall issue a certificate for the offering. In case of refusal, it shall issue a written reply clearly stating the reason.

11. Within three days after the State Securities Commission certifies the offering, the fund management company or securities investment company shall publicize the issuance notice on an electronic newspaper or on three consecutive issues of a central printed newspaper or a printed newspaper of the locality where the company conducts the offering.

12. Within five days after the completion of an offering, the fund management company or securities investment company shall send to the State Securities Commission a report on the offering result, enclosed with a written certification of the supervisory bank of the capital amount raised from the issuance, made according to a set form.

II. DOSSIERS OF PUBLIC OFFERING OF STOCKS

1. A dossier of public offering of stocks comprises:

1.1. The paper of registration of public offering of stocks, made according to a set form;

1.2. The prospectus, made according to a form set by the Ministry of Finance, containing the following:

a/ Summary information on the issuing organization, covering the organizational structure model, business activities, assets, financial status, Board of Directors or Members’ Council or the company owner, director or general director, deputy directors or deputy general directors, and the shareholding structure (if any);

b/ Information on the offering and offered securities, covering offering conditions, risk factors, projected profit and dividend plans of the year following the issuance, issuance plan and plan on the use of capital raised from the offering;

c/ The issuing organization's financial statements of the latest two years, which must satisfy the following requirements:

- Compliance with the State's current accounting regulations;

- The financial statement must contain the accounting balance sheet, a report on production and business results, a cashflow report, and a written explanation about the financial statement;

- The consolidated financial statement, made according to the accounting law, enclosed with the parent company's financial statement, if the issuing organization is a parent company;

- The annual financial statement must be audited by an accredited independent audit organization. The auditor's opinion on a financial statement must be absolute approval. If the auditor's opinion is approval with exception, the exception must be immaterial and there must be a document showing a reasonable ground (s) for that exception;

- In case the dossier is submitted before March 1, the annual financial statement of the preceding year in the initial dossier may be an unaudited one but there must be audited financial statements of the two years preceding that year;

- In case the duration between the last day of the accounting period of the latest financial statement and the time of sending of a valid dossier of registration of public offering exceeds ninety days, the issuing organization shall make an additional financial statement up to the latest month or quarter;

- If there appear abnormal developments after the last day of the year for which the latest financial statement is made, the issuing organization should make an additional financial statement up to the latest month or quarter;

- A copy, if any, of the financial statement must be authenticated by a notary public office or an audit organization (for an audited financial statement) or by the issuing organization (for an unaudited financial statement).

d/ The prospectus must bear the signature of the chairman of the Board of Directors or Members' Council or the company president, director or general director, the financial director or chief accountant of the issuing organization and the signature of the at-law representative of the issuance underwriting organization or principal issuance underwriting organization (if any). For the signature of an authorized person, a paper of authorization is required.

1.3. The company charter, which contains provisions in accordance with law;

1.4. The General Shareholders' Meeting's decision on adoption of the issuance plan and the plan on the use of capital raised from the public offering;

1.5. The issuance underwriting commitment, if any, made according to a set form. In case of joint issuance underwriting, the issuance underwriting commitment of the principal issuance underwriting organization must be enclosed with the contract between the concerned issuance underwriting organizations. Documents on the issuance underwriting commitment may be forwarded later but before the date the State Securities Commission issues an offering registration certificate;

1.6. The company's Board of Directors decision on approval of the dossier. For a credit institution's public offering of stocks, the dossier must comprise a written approval of the State Bank of Vietnam;

1.7. If part or the whole of the dossier of registration of a public offering of stocks is certified by a concerned organization or individual, the issuing organization shall send the written certification of that organization or individual to the State Securities Commission.

2. For a foreign-invested enterprise converted into a joint-stock company, a dossier of registration of initial public offering of stocks comprises:

2.1. For a foreign-invested enterprise converted into a joint-stock company in combination with public offering of stocks:

a/ The paper of registration of public offering of stocks, made according to a set form;

b/ The prospectus as prescribed at Point 1.2, Section II of this Circular;

c/ The company charter, which contains provisions in accordance with law;

d/ The decision of the Board of Directors of the joint-venture enterprise or the owner of the enterprise with 100% foreign capital on adoption of the issuance plan and the plan on the use of raised capital, in case of offering to raise capital;

e/ The decision on approval of the plan on transformation of the enterprise into a joint-stock company, issued by a state agency competent to decide on the establishment of the foreign-invested enterprise;

f/ The issuance underwriting commitment (if any), made according to Point 1.5, Section II of this Circular;

g/ The written approval of the State Bank of Vietnam, if the issuing organization is a credit institution;

h/ The written certification of the concerned organization or individual, if part or the whole of the dossier of registration of offering is certified by that organization or individual;

i/ The document on the enterprise valuation;

j/ The contract on consultancy on the dossier of registration of the offering, signed with a securities company;

k/ The decision of the Board of Directors of the joint-venture enterprise or the owner of the enterprise with 100% foreign capital on adoption of the dossier.

2.2. For a foreign-invested enterprise already transformed into a joint-stock company:

a/ Documents specified at Points a, b, c, e, f, g, h, i, and j, Clause 2.1, Section II of this Circular;

b/ The decision of the Board of Directors on adoption of the issuance plan and the plan on the use of raised capital, in case of offering to raise capital;

c/ The decision of the Board of Directors on approval of the dossier.

3. For a newly established enterprise operating in the infrastructure or hi-tech domain, a dossier of registration of initial public offering of stocks comprises:

a/ The paper of registration of public offering of stocks, made according to a set form;

b/ Documents proving the enterprise's investment in constructing infrastructure facilities under a socio-economic development scheme of a ministry, branch or centrally run locality; or documents proving the enterprise's operation in the hi-tech domain on the list of projects in which investment is encouraged in accordance with law;

c/ The company charter, which contains provisions in accordance with law;

d/ The prospectus, made according to Point 1.2, Section II of this Circular, in which the financial statement is replaced with an investment project document already approved by competent authorities;

e/ The commitment of the Board of Directors or founding members to take joint responsibility for the issuance plan and the plan on the use of capital raised from the public offering;

f/ The issuance underwriting commitment as provided for at Point 1.5, section II of this Circular;

g/ The document on designation of a bank to supervise the use of capital raised from the offering.

4. For a public company, a dossier of registration of additional public offering of stocks, public offering of the purchase right or offering of additional stocks associated with the purchase right comprises:

a/ The paper of registration of public offering of stocks, made according to a set form;

b/ The decision of the General Shareholders' Meeting on adoption of the issuance plan and the plan on the use of capital raised from the public offering;

c/ The issuance underwriting commitment (if any), as provided for at Point 1.5, section II of this Circular;

d/ Additional documents of the prospectus or a new prospectus, if the duration from the time of initial public offering to the time of additional issuance is 12 months or more;

e/ Written approval of the State Bank of Vietnam, for additional public offering of stocks by a credit institution.

III. DOSSIERS OF REGISTRATION OF PUBLIC OFFERING OF BONDS

1. A dossier of registration of a public offering of bonds comprises:

1.1. The paper of registration of public offering of bonds, made according to a set form;

1.2. The prospectus, made according to a form set by the Ministry of Finance and containing the contents specified in Clause 1.2, Section II of this Circular;

1.3. The company charter, which contains provisions in accordance with law;

1.4. The decision of the Board of Directors or Members' Council or company owner on adoption of the issuance plan and the plan on the use and repayment of capital raised from the public offering of bonds;

1.5. The issuance underwriting commitment (if any), made according to a set form. In case of joint issuance underwriting, the issuance underwriting commitment of the principal issuance underwriting organization must be enclosed with the contract between the concerned issuance underwriting organizations. Documents on the issuance underwriting commitment may be forwarded later but before the date the State Securities Commission issues an offering registration certificate;

1.6. The decision of the Board of Directors or Members' Council or company owner on approval of the dossier. For a credit institution's public offering of bonds, the dossier must comprise a written approval of the State Bank of Vietnam;

1.7. If part or the whole of the dossier of registration of a public offering of bonds is certified by a concerned organization or individual, the issuing organization shall send the written certification of that organization or individual to the State Securities Commission.

2. A dossier of registration of public offering of registered corporate bonds comprises:

2.1. The paper of registration of public offering of bonds, made according to a set form;

2.2. The prospectus as prescribed at Point 1.2, Section II of this Circular;

2.3. The company charter, which contains provisions in accordance with law;

2.4. The decision of the Board of Directors or Members' Council or company owner on adoption of the issuance plan and the plan on the use and repayment of capital raised from the public offering of bonds;

If the issuing organization is a state enterprise, the issuance plan and the plan on the use and repayment of capital raised from the public offering must be approved by the state capital ownership representative;

2.5. The commitment to fulfill the issuing organization's obligations to investors regarding conditions on issuance, payment, assurance of investors' lawful rights and interests, and other conditions;

2.6. The issuance underwriting commitment (if any), made according to Point 1.5, Section III of this Circular;

2.7. The written certification of the concerned organization or individual, if part or the whole of the dossier of registration of offering is certified by that organization or individual;

2.8. The written approval of the State Bank of Vietnam, if the issuing organization is a credit institution;

2.9. The written approval of payment guarantee, in case of payment guarantee, enclosed with the guaranteeing organization's audited financial statement of the latest year;

2.10. The contract on the secured obligation between the issuing organization and the securing organization, in case of security with assets of a third party, enclosed with a detailed list of assets used as security, valid documents proving the ownership right of the issuing organization or the securing organization and the insurance contract (if any) for these assets; a valid written record of the value of the security assets, made by a competent value appraisal agency or organization; and a certificate of registration of assets used as security with a competent agency (if any);

2.11. The contract between the bond-issuing organization and a representative of bond owners, made according to a set form;

2.12. The decision of the Board of Directors or Members' Council or company owner on adoption of the dossier.

3. For a joint-stock company, a dossier of registration of public offering of convertible bonds, bonds associated with warrants or warrants associated with preferred stocks comprises:

3.1. Documents specified at Points 2.1, 2.2, 2.3, 2.6, 2.7 and 2.8, Section II of this Circular;

3.2. The Board of Directors' decision on adoption of the dossier;

3.3. The General Shareholders' Meeting's decision on adoption of the issuance plan and the plan on the use of capital raised from the public offering of bonds;

3.4. The commitment to fulfill the obligations to investors as provided at Point 2.5, Section III of this Circular, which also contains the following major contents:

a/ Conversion condition and time;

b/ Conversion ratio and method of calculating the conversion price;

c/ Other terms (if any).

3.5. The plan on issuance of a quantity of stocks necessary for the conversion, which has been adopted by the General Shareholders' Meeting;

4. For a dossier of registration of public offering of stocks or bonds for multiple offerings, the following contents must be stated in the prospectus:

4.1. The project or plan on the use of capital raised from different offerings;

4.2. The plan on offerings, stating the type of stock or bond, quantity and expected time of each offering.

Before each issuance, the issuing organization shall add to the dossier documents on the company status, the use of capital raised from the previous offering (s), if the duration between two offerings is six months or more.

IV. DOSSIERS OF PUBLIC OFFERING OF CERTIFICATES OF PUBLIC FUNDS OR STOCKS OF SECURITIES INVESTMENT COMPANIES

1. A dossier of registration of initial public offering of fund certificates comprises:

a/ The paper of registration of public offering of fund certificates, made according to a set form;

b/ The plan on offering of fund certificates, enclosed with the plan on investment of capital to be raised from the offering;

c/ The fund charter, made according to a form set by the Ministry of Finance;

d/ The prospectus, made according to a form set by the Ministry of Finance;

e/ The supervision contract between the supervisory bank and the fund management company;

f/ The issuance underwriting commitment (if any).

2. A dossier of registration of initial public offering of closed-end fund certificates comprises:

a/ The paper of registration of public offering of fund certificates, made according to a set form;

b/ The resolution of the Investors' Congress on the plan on additional offering of fund certificates and the plan on investment of capital raised;

c/ The prospectus, made according to a form set by the Ministry of Finance;

d/ The supervisory bank's certifications of the fund's compliance with current laws;

e/ The document specified at Point b, Clause 1, Section IV of this Circular.

3. A dossier of registration of public offering of stocks of a securities investment company comprises:

3.1. If capital-contributing founding shareholders do not include foreign legal entities:

a/ The paper of registration of public offering of stocks of the fund management company or founding shareholders (made according to a set form);

b/ The draft charter of the securities investment company, made according to a form set by the Ministry of Finance;

c/ The prospectus, made according to a form set by the Ministry of Finance;

d/ The issuance underwriting commitment (if any).

e/ The in-principle contract on supervision;

f/ A list of founding shareholders, enclosed with copies of identity cards or passports and judicial records, for individuals; business registration certificates, for legal persons;

g/ The founding shareholders' commitment to purchase at least 20% of the quantity of stocks registered to be offered to the public and hold these stocks for three years from the date of issuance of an establishment and operation license;

h/ The in-principle contract on investment management (if investment capital is managed by a fund management company);

i/ Other documents on founding shareholders, Board of Directors members, the director and deputy directors or general director and deputy general directors of the securities investment company as provided for in the Regulation guiding the organization and operation of fund management companies, securities investment funds and securities investment companies, issued by the Ministry of Finance;

j/ Personal records of the expected general directors and deputy general directors (or director and deputy directors) and fund manager of the securities investment company, enclosed with their fund management certificates or dossiers of application for fund management practice certificates (in case of self-management of investment capital);

k/ Description of physical and technical foundations used for investment activities (in case of self-management of investment capital).

3.2. If capital-contributing founding shareholders include foreign legal entities, a dossier must also comprise: valid copies of the charter or equivalent document, the establishment and operation license or business registration certificate of the foreign legal entity, issued by the country of origin, or document proving that the legal foreign entity is permitted to conduct securities business in the country of origin; and the decision of competent authorities on the contribution of capital to establishing a securities investment company in Vietnam.

4. A dossier of registration of public offering of stocks to increase capital of a securities investment fund comprises:

a/ The paper of registration of public offering of stocks to increase capital of the company, made according to a set form;

b/ The prospectus, clearly stating the plan on additional issuance of stocks and the plan on the use of capital raised from the additional issuance, made according to a form set by the Ministry of Finance;

c/ The General Shareholders' Meeting's resolution on adoption of the capital increase and the plan on additional issuance of stocks to increase capital;

d/ The issuance underwriting contract (if any);

e/ The supervisory bank's certification of the securities investment company's or fund management company (if any)'s observance of current laws.

V. ORGANIZATION OF IMPLEMENTATION

1. This Circular takes effect 15 days after its publication in "CONG BAO".

2. Problems arising in the course of implementation should be reported to the Ministry of Finance for study, guidance and settlement.